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ARA LOGOS Logistics Trust : Proposed Merger with ESR-REIT

10/14/2021 | 11:02pm

ARA LOGOS

Logistics Trust

Proposed Merger with ESR-REIT

15 October 2021

Important Notice

This presentation shall be read in conjunction with ARA LOGOS Logistics Trust's results announcements for the half year ended 30 June 2021.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION. THIS PRESENTATION SHALL NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SECURITIES IN ANY JURISDICTION, INCLUDING IN THE UNITED STATES OR ELSEWHERE. The value of units in ARA LOGOS Logistics Trust ("ALOG" and units in ALOG, "Units") and the income derived from them, if any, may fall as well as rise. Units are not investments or deposits in, or liabilities or obligations, of ARA LOGOS Logistics Trust Management Limited ("Manager"), HSBC Institutional Trust Services (Singapore) Limited (in its capacity as trustee of ALOG) ("Trustee"), or any of their respective related corporations and affiliates (individually and collectively "Affiliates"). An investment in Units is subject to investment risks, including the possible delays in repayment and loss of income or the principal amount invested. Neither ALOG, the Manager, the Trustee nor any of the Affiliates guarantees the repayment of any principal amount invested, the performance of ALOG, any particular rate of return from investing in ALOG, or any taxation consequences of an investment in ALOG. The past performance of ALOG and the Manager is not necessarily indicative of the future performance of ALOG and the Manager.

Investors have no right to request that the Manager redeem or purchase their Units while the Units are listed. It is intended that investors may only deal in their Units through trading on Singapore Exchange Securities Trading Limited (the "SGX-ST"). Listing of the Units on the SGX-ST does not guarantee a liquid market for the Units.

This presentation may contain forward-looking statements, including forward-looking financial information, that involve assumptions, known and unknown risks and uncertainties. Actual future performance, outcomes and results may differ materially from those expressed in forward-looking statements as a result of such assumptions, known and unknown risks and assumptions. Representative examples of these factors include (without limitation) general industry and economic conditions, interest rate trends, cost of capital and capital availability, competition from similar developments, shifts in expected levels of occupancy or property rental income, changes in operating expenses, including employee wages, benefits and training, property expenses, governmental and public policy changes and the continued availability of financing in amounts and on terms necessary to support ALOG's future business. You are cautioned not to place undue reliance on these forward-looking statements, which are based on the Manager's current view of future events. No assurance can be given that future events will occur, that projections will be achieved, or that assumptions are correct. The Manager does not assume any responsibility to amend, modify, or revise any forward-looking statements, on the basis of any subsequent developments, information or events, or otherwise, subject to compliance with all applicable laws and regulations and/or the rules of the SGX-ST and/or any other regulatory or supervisory body or agency.

This presentation is for informational purposes only and does not have regard to your specific investment objectives, financial situation or your particular needs. Any information contained in this material is not to be construed as legal, business, investment tax or financial advice and does not constitute or form part of an offer, solicitation, recommendation or invitation for the sale or purchase or subscription of, or investment in, securities in ALOG or any investment or product of or to subscribe to any services offered by the Manager, the Trustee or any of the Affiliates. No part of it nor the fact of its presentation shall form the basis or be relied upon in connection with any investment decision, contract or commitment whatsoever.

This presentation includes market and industry data and forecast that have been obtained from internal surveys, reports and studies, where appropriate, as well as market research, publicly available information and industry publications. Industry publications, surveys and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of such included information. While the Manager has taken reasonable steps to ensure that the information is extracted accurately and in its proper context, the Manager has not independently verified any of the data from third party sources or ascertained the underlying economic assumptions relied upon therein.

The information and opinions in this presentation are subject to change without notice, its accuracy is not guaranteed and it may not contain all material information concerning ALOG. None of ALOG, the Manager, their respective Affiliates or any of their respective directors, officers, partners, employees, agents, representatives, advisers or legal advisers makes any representation or warranty, express or implied, as to the accuracy, completeness or correctness of the information contained in this presentation nor otherwise made available or as to the reasonableness of any assumption contained herein or therein, and any liability whatsoever (in negligence or otherwise) for any loss howsoever arising, whether directly or indirectly, from any use, reliance or distribution of this presentation or its contents or otherwise arising in connection with this presentation is expressly disclaimed.

The directors of the Manager (including those who may have delegated detailed supervision of this presentation) have taken all reasonable care to ensure that the facts stated and opinions expressed in this presentation (other than those relating to ESR-REIT and/or the manager of ESR-REIT (the "ESR-REITManager")) are fair and accurate and that there are no other material facts not contained in this presentation, the omission of which would make any statement in this presentation misleading. The directors of the Manager jointly and severally accept responsibility accordingly.

Where any information has been extracted or reproduced from published or otherwise publicly available sources (including the announcement dated 4 August 2021 released by the Sponsor in relation to the merger between the Sponsor and ARA Asset Management) or obtained from a named source (including ESR-REIT, the ESR-REIT Manager, the respective independent valuers engaged by the Manager and/or the ESR-REIT Manager), the sole responsibility of the directors of the Manager has been to ensure through reasonable enquiries that such information is accurately extracted from such sources or, as the case may be, reflected or reproduced in this presentation. The directors of the Manager do not accept any responsibility for any information relating to ESR-REIT and/or the ESR-REIT Manager or any opinion expressed by ESR-REIT, the ESR-REIT Manager and/or the abovementioned independent valuers.

This presentation has not been reviewed by the Monetary Authority of Singapore.

This presentation should be read in conjunction with the joint announcement released by ALOG and ESR-REIT on 15 October 2021 (in relation to the proposed merger of ALOG and ESR-REIT) (the "Joint Announcement") as well as the announcement released by ESR-REIT on 15 October 2021 (in relation to the proposed merger of ALOG and ESR-REIT) (together with the Joint Announcement, the "Announcements"). A copy of each of the Announcements is available on http://www.sgx.com.

The presentation is qualified in its entirety by, and should be read in conjunction with, the full text of the Announcements. In the event of any inconsistency or conflict between the Announcements and the information contained in this presentation, the Announcements shall prevail. All capitalised terms not defined in this presentation shall have the meaning ascribed to them in the Joint Announcement.

2

TABLE OF CONTENTS

1

Transaction Overview

2 Rationale and Benefits to Unitholders

3

Approvals Required

4

Indicative Timeline

5 Conclusion

3

1TRANSACTION

OVERVIEW

41 - 51 Mills Road, Braeside, Victoria, AUS

TRANSACTION OVERVIEW

Transaction Structure

Scheme Consideration

Permitted

Distributions

Enlarged REIT

Structure

  • ESR-REITto acquire all units of ARA LOGOS Logistics Trust ("ALOG") held by ALOG Unitholders via a Trust Scheme
  • Conditional upon the completion of ESR Cayman Ltd ("ESR") and ARA Asset Management Ltd ("ARA") merger to form ESR Group(1)
  • ALOG Unitholders will be entitled to the following cash and consideration units (collectively the "Scheme Consideration"):
    • S$0.095(2) in cash per unit (the "Cash Consideration"); and
    • 1.6765 new ESR-REIT units(3) per ALOG unit, issued at S$0.510 per unit(4) ("the "Consideration Units")
  • Based on the issue price of S$0.510 per ESR-REIT unit, the illustrative value of the Scheme Consideration is S$0.950(5) per unit which is in line with the 52-week high closing price for ALOG units
  • By way of illustration, if the Trust Scheme becomes effective in accordance with its terms, a Unitholder will receive S$95.00 in cash and 1,676 Consideration Units for every 1,000 units held as at the Books Closure Date
  • The ALOG Manager shall be entitled to announce, declare, pay or make distributions(6) to unitholders (the "Permitted Distributions") without any adjustment to the Scheme Consideration; Unitholders shall have the right to receive and retain the Permitted Distributions in additionto the Scheme Consideration
  • ALOG will be delisted and become a sub-trust of ESR-REIT
  • The Enlarged REIT ("ESR-LOGOSREIT") will continue to be managed by the ESR Group (including LOGOS)

Source: Company Information

Note: Unless stated otherwise, any reference to ESR Group's figures across this presentation assumes that the proposed merger between ESR Cayman and ARA Asset Management (including LOGOS) is completed

  1. Upon completion, ARA will hold 86.4% of LOGOS Property Group Limited ("LOGOS"). Refer to the Hong Kong Stock Exchange announcement dated 4 August 2021
  2. The aggregate Cash Consideration to be paid to each Unitholder shall be rounded to the nearest S$0.01
  3. The number of Consideration Units which each Unitholder will be entitled to pursuant to the Trust Scheme will be rounded down to the nearest whole number, and fractional entitlements shall be disregarded in the calculation of the aggregate Consideration Units to be issued to any Unitholder pursuant to the Trust Scheme
  4. 52-weekhigh closing price for ESR-REIT units

(5)

The illustrative value of the Scheme Consideration is subject to change based on market conditions

5

(6)

Permitted Distributions include distributions that are declared, paid or made in the ordinary course of business in respect of the period from 1 July 2021 up to the day immediately before the effective date of the Trust Scheme

This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

ARA LOGOS Logistics Trust published this content on 15 October 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 October 2021 03:01:05 UTC.

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